Terms of Engagement

20 DECEMBER 2019

www.simpsongrierson.com

Terms of Engagement

LAST UPDATED DECEMBER 2019

What are these terms of engagement? instructions, and the results achieved. We typically review and change our rates at the These terms of engagement (Terms) set out beginning of each year. the basis of our professional relationship with you, in accepting and actioning your We will give you a fee estimate on request. instructions. This will be a guide only, and not a fixed When do these Terms apply? quote. We will also, on request, periodically advise you of the level of fees incurred or These Terms apply whenever you instruct us inform you when fees reach a specified level. to act for you, unless we agree (in writing) to vary them. What other charges will be payable?

What is our role in acting for you? We also charge for general office services and disbursements we incur on your behalf. Our role is to provide you with the legal services we agree on, unless a conflict of General office services include photocopying, interest or other factors prevent us from document production and delivery costs, providing the legal services to you. telephone expenses, and routine on-line searching. These are charged at a flat rate of We will use due care and skill. We will act in NZ$50 or 2.5% of our fee, whichever is accordance with your instructions, subject to greater. any ethical or legal duties. Disbursements include out-of-pocket Nobody except you may rely on our advice to expenses such as travel and accommodation you without our written consent. costs, registration and filing costs, court charges, and the fees of any agents, experts, Who will work with you? and other professionals we appoint. These We will usually ask you to nominate the are charged at the amount charged to us. partner responsible for each matter to work Where you have asked us to instruct counsel with you. That person will then involve other from outside our firm, then you must, on partners and staff to assist on your matter, as demand, pay us the fees for which that appropriate. counsel bills us.

How are our fees calculated? If we hold funds on interest-bearing deposit in our trust account on your behalf, we may Our fees are calculated taking into account charge an administration fee. That fee will be the time we spend on a matter, charged at 5% of the gross interest earned while these our hourly rates, and adjusted where funds are in our trust account. appropriate to reflect other factors permitted by the Lawyers and Conveyancers Act We will also charge goods and services tax (Lawyers: Conduct and Client Care) Rules (GST) at the rate required by law. Unless we 2008 (Conduct Rules). indicate otherwise, our stated rates and any

estimates of costs do not include GST. These factors may include the specialised knowledge and responsibility required, the importance of the matter, the urgency and circumstances in which we carry out your

Terms of engagement - continued

When will our fees and charges be payable? Legal conflicts Our general practice is to send interim A legal conflict of interest may arise in a invoices on a regular basis, usually monthly. matter on which you have instructed us. If We will also send an invoice on completion of this happens, we will contact you as soon as each matter. Our invoices are payable on possible. receipt. We may need to decline your instruction or to If our invoice is not paid promptly, we have stop acting for you. In that case, we may the right to: accept instructions from, or continue to act for, other clients whose interests are adverse  deduct any amount outstanding from any to your own, as long as: money we are holding on your behalf;  not do any further work for you;  we do not hold confidential information  retain your papers and files, and other belonging to you that is relevant to the property belonging to you that is in our matter; or possession; and  we have taken proper steps to keep your  charge interest at Westpac New Zealand's information confidential. Indicator Lending Rate (or any rate Westpac substitutes for it) on any amount Commercial competitors outstanding one month after the date of We may accept instructions from other clients the invoice. This interest accrues on the or potential clients working in the same or outstanding balance until the amount competing markets and whose commercial outstanding has been paid in full, and is interests conflict with yours. payable on demand. Subject to the Conduct Rules, we may also act, You must pay us when our invoice is due, or have previously acted, for other clients (or whether or not you expect somebody else to potential clients) who are parties (or potential reimburse you for our fees and/or charges parties) to a transaction or other matter in (and whether or not you receive that which you are involved, or whose interests are reimbursement). adverse to your own. If we agree to act in such a role: Do we require payment in advance?  we will operate appropriate information We may ask you for a payment in advance for barriers to protect client interests and amounts we need to pay to third parties on comply with relevant laws and codes of your behalf, or as security for our fees and professional practice; and charges.  we will have no obligation to disclose to

you any information we have about We will hold this money in our trust account. another client or its affairs or to use that It will be used to pay any charges as they are information for your benefit. due, and ourselves immediately after sending you our invoice. Subject to the Conduct Rules, you consent to

us not disclosing to you any information we We will send you a statement showing how hold for any other client. this money has been applied.

How will we deal with conflicts of interest? We have procedures to deal with issues that arise if the interests of two or more clients conflict.

Terms of engagement - continued

What customer checks will be done? handle and deposit money on trust for you); and We are required to comply with all laws  binding on us in all applicable jurisdictions, report a transaction, including: without notice to you if:  the Anti-Money Laundering and  Countering Financing of Terrorism Act the required information or documents 2009 (AML/CFT Act); and are not provided; or   the United States Foreign Account Tax it is suspected that the business Compliance Act, the intergovernmental relationship or transaction is unusual, may agreement between the United States breach any applicable law, or may and New Zealand relating to it, and otherwise relate to conduct that is illegal relevant provisions of the Tax or unlawful in any country.

Administration Act 1994 (together, FATCA). How will we use and store your personal information? We will perform customer due diligence and We will treat all your personal information as account monitoring, keep records, and report confidential. any unusual or suspicious transactions where required by the AML/CFT Act, FATCA, or any Our Privacy Policy details what we may do other law. with your personal information, your rights and other information related to the We may also be required to assist any bank or protection of your personal information. other entity with whom we transact as your agent, or with whom we deposit money on You may review our Privacy Policy here. trust for you, to comply with that entity's legal obligations in any jurisdiction. We may also use your personal information to keep you informed about legal developments, We will periodically advise you what other legal services, or seminars we offer. information and documents are required for Please let us know if you do not want your these purposes. These purposes may relate personal information used for this purpose. to you, any other relevant person (eg any beneficial owner), the source of The records relating to your matter will be funds/wealth, the transaction, the ownership stored electronically in an on-premises data structure, tax identification details, and any centre or by 3rd party data management, other relevant matter. Please provide the processing and storage service providers. information and documents requested promptly. We may retain the information How do we treat email communications? and documents, provide them to a bank or We will usually communicate with you by other entity (where applicable) to deal with in email while acting for you. Please let us know accordance with their terms, and disclose if you prefer us not to send you emails. them to any law enforcement or regulatory agency or court as required by law. Our incoming email messages are scanned for

content and viruses and are cleared by our We or the bank or other entity (as the case email security system. On rare occasions, a may be) may: legitimate email may be deleted before its  suspend, terminate, or refuse to enter intended recipient at our firm reads it. into a business relationship;  delay, block, or refuse to process a Emails are not always secure or may have transaction (including by refusing to defects, such as viruses. We do not accept responsibility (and will not be liable) for any

Terms of engagement - continued damage or loss caused by an email that is We have no liability to you for or in relation to intercepted or that has a defect. any amount we withhold and remit to IRD as RLWT. What happens if we rely on external information and public records? How does our engagement end? We often obtain and rely on external You may end our engagement by written information (eg from your accountant) or notice to us. You must pay our fees for work public records (eg from a government agency done and for other charges we incur up to the or registry) to carry out your instructions. end of our engagement.

This information may not always be accurate, We may end our engagement on reasonable complete, or up-to-date. We do not accept notice to you. Our right to end our responsibility to investigate or verify external engagement may be subject to some information or public records and will not be restrictions set out in the Conduct Rules. liable for any damage or loss caused by errors or omissions in them. If we end our engagement, we will bill you for all outstanding fees and other charges up to What happens if we receive residential land sale the time of termination. proceeds on your behalf? What do we do with your file and documents? If you sell residential land and we receive the sale proceeds on your behalf, we may be If you require we will send all documents to you legally required to withhold residential land at the end of the matter. We will retain a digital withholding tax (RLWT) from the proceeds. copy of your file for the minimum period required by law. This will apply if, under the Income Tax Act 2007: Is there a time limit for any claim against us?  you are an "offshore RLWT person"; Any claim you have against us must be filed  the land is "residential land" in New within two years after the date of the act or Zealand; and omission on which the claim is based.  you sell the land within the five year Otherwise, the claim cannot be filed and we "bright-line" period. will have no liability for that act or omission or for its consequences (to the extent permitted In this event, we must remit the RLWT to the by law). Inland Revenue Department (IRD). We will account to you for the net sale proceeds only, In these Terms, "claim" and "the date of the after withholding RLWT and any other act or omission on which the claim is based" amounts we are permitted to deduct have the same meanings as in the Limitation (including our fees). Act 2010.

You must provide us with all the information This time limit overrides the time periods we need to determine whether you are liable under that Act, and applies regardless of when for RLWT and (if so) for how much. This any fact relevant to the claim was first includes both the information the Tax discovered or able to be discovered. Administration Act 1994 requires you to provide and any other information we Is our liability capped? reasonably request. If you do not give us all To the extent permitted by law, our aggregate this information, we may assume that RLWT liability to you (whether in contract, equity, applies and withhold it. tort, statute, or otherwise) arising out of your

Terms of engagement - continued engagement of us on a matter (or any series the partner you usually deal with, or our of related matters) is limited to the greater Quality Manager, at: of: Email: [email protected]  the amount available to be paid out under

any relevant insurance held by us, up to a Telephone: +64-9-358-2222 or maximum of NZ$20,000,000; or +64-4-499-4599 or  five times the amount of our applicable +64-3-365-9914 fee (excluding our office services charge,

disbursements, and GST). Mail: Auckland:

Private Bag 92518 What happens if these terms are updated? Auckland 1141 Our standard terms are updated from time to New Zealand time. Unless expressly agreed with you in writing, our terms will be updated from the Wellington: date we publish the updated standard terms on PO Box 2402 our website (with respect to any work Wellington 6140 performed after the date of publication). New Zealand

What law governs these Terms, and which Christchurch: courts can hear disputes? PO Box 874 Christchurch 8140 These Terms, and any other agreement we New Zealand have with you, are governed by New Zealand law.

The New Zealand courts have non-exclusive jurisdiction to hear and determine all disputes and issues arising under any of these Terms and any other agreement we have with you.

Who is bound by these Terms? Acceptance of Terms These Terms, and any other agreement we If you give us instructions or use our services, have with you, are binding on you and any you agree to these Terms (to the extent that successor to your rights and obligations. they are not excluded or varied by any other written agreement between us). You may not assign or transfer any rights or obligations under these Terms or any other agreement we have with you.

Who can you contact with questions? We encourage you to contact us if you have any comments or questions about these Terms or any related matters. Please contact

BARRISTERS AND SOLICITORS

AUCKLAND: Level 27, Lumley Centre, 88 Shortland Street, Private Bag 92518, Auckland 1141, New Zealand. T +64 9 358 2222 WELLINGTON: Level 24, HSBC Tower, 195 Lambton Quay, PO Box 2402, Wellington 6140, New Zealand. T +64 4 499 4599 CHRISTCHURCH: Level 1, 151 Cambridge Terrace, West End, PO Box 874, Christchurch 8140, New Zealand. T +64 3 365 9914